CVR PARTNERS, LP
For the period ended Sep 30, 2025. Filed Oct 30, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 30, 2025
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Item 5. Other Information
During the three months ended September 30, 2025, no director or officer of the general partner adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 30, 2025, solely in connection with an evaluation and refreshment of the composition of the Board of Directors (the “Board”) of CVR GP, LLC (the “General Partner”), the general partner of CVR Partners, LP (the “Partnership”) each of Jordan Bleznick, Donna R. Ecton, Frank M. Muller and Peter K. Shea was removed from the Board and the committees on which they served. These removals were not for cause or resulting from any disagreement of the Partnership. Also on October 30, 2025, (i) the number of directors constituting the Board was reduced from seven to six directors, (ii) each of Robert E. Flint, Brian Goebel and Alexander Nickolatos was appointed as a member of the Board to fill the resulting three vacancies, (iii) Mr. Flint was appointed the Chairman of the Board, and (iv) certain appointments to, and removals from, certain committees of the Board, including the Chairs thereof, resulted in the following composition of such committees:
| Audit Committee | Compensation Committee | Environmental, Health and Safety Committee | Special Committee |
|---|---|---|---|
| Brian Goebel (Chair) | Robert E. Flint (Chair) | Kevan Vick (Chair) | David L. Lamp |
| Alexander Nickolatos | Brian Goebel | Brian Goebel | Robert E. Flint |
| Kevan Vick | Alexander Nickolatos | Alexander Nickolatos |
In connection with these Board and committee appointments, the Board affirmatively determined that each of Messrs. Goebel, Nickolatos and Vick qualifies as independent and is qualified to serve on the committees set forth above under the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange. Mr. Flint is employed by Icahn Enterprises L.P. or its affiliates (“IEP”) and was selected as a director of the General Partner as a result of his role with IEP. IEP owns approximately 3% of the outstanding common units of the Partnership, and through its ownership of approximately 70% of the outstanding shares of common stock of CVR Energy, Inc., an entity that indirectly wholly owns the General Partner and approximately 37% of the outstanding common units of the Partnership, beneficially owns approximately 40% of the Partnership’s common units. Other than the foregoing with respect to Mr. Flint, neither the Partnership nor the General Partner is aware of any transactions in which Messrs. Flint, Goebel or Nickolatos, respectively, has an interest that would be required to be disclosed under Item 404(a) of Regulation S-K and no arrangement or understanding exists between Messrs. Flint, Goebel or Nickolatos, respectively, and any other person pursuant to which he was selected as a director. Messrs. Goebel and Nickolatos will be entitled to receive compensation for their service on the Board and its committees in accordance with the compensation program in place for other non-employee directors, as previously disclosed by the Partnership in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Mr. Flint will not receive compensation for his service on the Board or its committees as long as he is employed by IEP.
Messrs. Flint, Goebel and Nickolatos will enter into the Partnership’s standard form of indemnification agreement pursuant to which the Partnership is required to indemnify Messrs. Flint, Goebel and Nickolatos, respectively, against certain liabilities that may arise by reason of his service as a director and to advance certain expenses to him. The form of the indemnification agreement has been filed as Exhibit 10.26 to the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
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